Kathleen Perrott
VALLEY NATIONAL BANCORPAbout Kathleen C. Perrott
Independent director at Valley National Bancorp (VLY) since 2023; age 62 in the 2025 proxy, with deep audit and risk management credentials from Accenture and prior public accounting experience at Arthur Andersen. Education: BA in Political Science with a concentration in Accounting from Duke University. Recognized by the Board as an Audit Committee Financial Expert, reflecting senior audit leadership and financial oversight aptitude .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture PLC | Chief Audit Executive | Sep 2014–Aug 2020; retired Feb 2021 | Led global internal audit; digitized processes and developed analytics for risk assessment and continuous monitoring; advanced integration/post-merger risk evaluation |
| Accenture PLC | Internal Audit Managing Director | 2012–2014 | Internal audit leadership responsibilities |
| Accenture PLC | North America CFO | 2009–2012 | Regional finance leadership |
| Accenture PLC | Technology CFO | 2003–2009 | Technology finance leadership |
| Accenture PLC | Global Finance Lead, multiple service lines | 1992–2003 | Functional finance leadership |
| Arthur Andersen & Co. | External Audit (public accounting roles) | 1985–1992 | Assurance roles; foundation in accounting and audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clearwater Marine Aquarium | Director; Chair (effective Jan 1, 2025) | Director since 2021; Chair from 2025 | Non-profit; marine life rescue and rehabilitation |
| Town of Belleair (FL) | Finance Advisory Board Member | Since 2022 | Municipal advisory role |
| Morton Plant Mease Health Care Foundation | Director | Since 2023 | Non-profit healthcare foundation |
Board Governance
- Independence: Classified independent under Nasdaq standards; Audit Committee members all independent and meet SEC Section 10A(m)(3) requirements; Perrott listed among independent directors in both 2024 and 2025 proxies .
- Committee assignments: Member, Audit Committee (AC) and Risk Committee (RC); not a Chair. Perrott is one of the Board’s designated Audit Committee Financial Experts .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; 100% director attendance at the 2024 Annual Meeting .
- Executive sessions: Independent and non-management director executive sessions held at least twice per year; Independent Lead Director presides .
- Risk oversight: The Board oversees ERM via the Audit, Compensation, Nominating, and Risk Committees, with full access to management and advisors; CRO reports regularly to the Risk Committee .
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2023 | $25,962 | — | — | $25,962 |
| 2024 | $90,000 | $85,000 | $3,624 | $178,624 |
- Program structure: Non-employee directors receive an annual cash retainer of $90,000; Committee Chairs receive an additional $20,000; Independent Lead Director receives $50,000; equity retainer RSUs valued at $85,000 annually (granted on annual meeting date) .
- RSU mechanics: RSUs determined by closing price day prior to grant; vest on the earlier of the next annual meeting or first anniversary; accelerated upon change-in-control (CIC), death, disability, and retirement (age 65 with five years of service), but not resignation .
Performance Compensation
| Component | Metric(s) | Target(s) | Payout Determination | Vesting/Conditions |
|---|---|---|---|---|
| Annual Director RSUs | None disclosed (time-based RSUs) | N/A | N/A (no performance metrics for director RSUs) | Vest at next annual meeting or first anniversary; accelerate on CIC, death, disability, retirement; not on resignation |
No director performance-based metrics (e.g., TSR, revenue growth) are disclosed for director equity; awards are time-based RSUs intended to align director and shareholder interests .
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Biographies list non-profits; no public directorships noted |
| Non-profit boards | Clearwater Marine Aquarium | Chair (from 2025), Director | Non-profit; marine rescue |
| Non-profit boards | Morton Plant Mease Health Care Foundation | Director | Healthcare foundation |
| Government/municipal | Town of Belleair Finance Advisory Board | Member | Municipal finance advisory |
Expertise & Qualifications
- Audit and risk: Former Chief Audit Executive with experience digitizing internal audit, developing analytics for continuous monitoring, and assessing integration/post-merger risks; SEC-defined Audit Committee Financial Expert .
- Finance leadership: CFO roles at Accenture across Technology and North America; Global Finance Lead in multiple service lines .
- Education: Duke University BA (Political Science with Accounting) .
- Technology and cyber: Risk management experience including information technology and information security; cyber risk awareness relevant to bank oversight .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| March 1, 2025 | 108 | 0.00% | Beneficial ownership calculated per Rule 13d-3; 560,275,784 shares outstanding |
- Ownership guidelines: Increased to 4× annual cash retainer effective January 2025 (previously 3×); directors must continue to hold at least 50% of required ownership until six months post-termination .
- Pledging/hedging: Policies prohibit hedging and pledging; only pre-existing exemptions for two individuals; otherwise no pledged securities among directors, which implies Perrott has no pledged shares under the policy .
Governance Assessment
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Strengths:
- Independent director with audit, technology, and cyber risk depth; designated Audit Committee Financial Expert—strengthens financial reporting oversight and internal control challenge .
- Active on Audit and Risk Committees; presence directly aligned to ERM and financial integrity functions .
- Solid attendance standards met at the Board level in 2024; full Annual Meeting attendance—supports engagement and accountability norms .
- Director compensation balanced between cash and equity; RSU vesting aligned with annual cycle and subject to acceleration only under specified events; no options or repricing red flags .
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Watch items:
- Very low beneficial ownership (108 shares, 0.00%) versus enhanced 4× retainer ownership guideline adopted in 2025; tenure is relatively recent (appointed 2023), but monitoring progress toward guideline compliance is warranted for alignment optics .
- Banking relationships include HELOC and installment loan with Valley (Reg O compliant) plus deposit accounts; routine for directors but monitor for any changes in terms or related-party exposure; no professional services to Valley disclosed .
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Red flags noted:
- None specific to Perrott. No pledging, hedging, or related-party transactions disclosed beyond ordinary-course banking relationships; independence affirmed by the Board .
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Implications for investor confidence:
- Perrott’s audit and risk pedigree, coupled with Audit Committee Financial Expert status and committee assignments, supports robust oversight of financial reporting and ERM—positive for governance quality. Ownership alignment should be tracked under the new 4× guideline to ensure continued reinforcement of shareholder interests .